SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GREENHILL CAPITAL PARTNERS, LLC

(Last) (First) (Middle)
300 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GLOBAL SIGNAL INC [ GSL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock; par value $0.01 per share 03/15/2006 X 128,800 A $18 10,543,978 I(2)(3)(4)(5) Through limited partnerships(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to buy Common Stock ("Options") $18 03/15/2006 X 128,800 (1) 06/08/2014 Common Stock 128,800 $0 0 I(2)(3)(4)(5) Through limited partnerships(2)(3)(4)(5)
1. Name and Address of Reporting Person*
GREENHILL CAPITAL PARTNERS, LLC

(Last) (First) (Middle)
300 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GCP MANAGING PARTNER, L.P.

(Last) (First) (Middle)
300 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GCP, L.P.

(Last) (First) (Middle)
300 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GREENHILL & CO INC

(Last) (First) (Middle)
300 PARK AVENUE
23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GCP 2000, LLC

(Last) (First) (Middle)
300 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GREENHILL CAPITAL PARTNERS LP

(Last) (First) (Middle)
300 PARK AVE
23RD FL

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BOK SCOTT L

(Last) (First) (Middle)
300 PARK AVENUE
23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GREENHILL ROBERT F

(Last) (First) (Middle)
300 PARK AVENUE
23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NIEHAUS ROBERT H

(Last) (First) (Middle)
300 PARK AVENUE, 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Immediately.
2. This Form 4 is being filed by more than one reporting person.
3. Greenhill Capital Partners, LLC, which is the record owner of 32,200 shares of Common Stock and which may be deemed to be the beneficial owner of an additional 10,382,978 shares of Common Stock through the beneficial ownership of such shares by certain affiliated ownerships and whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P. GCP Managing Partner, L.P. and GCP, L.P. are general partners of Greenhill Capital Partners, L.P., which acquired 79,476 shares of Common Stock pursuant to its exercise of the Options, Greenhill Capital Partners (Executives), L.P., which acquired 12,544 shares of Common Stock pursuant to its exercise of the Options, Greenhill Capital, L.P., which acquired 25,424 shares of Common Stock pursuant to its exercise of the Options, and Greenhill Capital Partners (Cayman), L.P., which acquired 11,356 shares of Common Stock pursuant to its exercise of the Options.
4. GCP 2000, LLC is the general partner of GCP, L.P. GCP 2000, LLC is in turn controlled by its Senior Members, Scott L. Bok, Robert F. Greenhill and Robert H. Niehaus. Mr. Niehaus is also a member of the Board of Directors of the Issuer.
5. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein.
Greenhill Capital Partners, LLC, By: Ulrika Ekman, /s/ Ulrika Ekman 03/15/2006
GCP 2000, LLC, By: Robert H. Niehaus, Chairman, /s/ Robert H. Niehaus 03/15/2006
GCP, L.P., By: GCP 2000, LLC, its general partner, By: Robert H. Niehaus, Chairman, /s/ Robert H. Niehaus 03/15/2006
Greenhill Capital Partners, L.P., By: GCP 2000, LLC, its general partner and GCP, L.P., its general partner, By: Robert H. Niehaus, Chairman, /s/ Robert H. Niehaus 03/15/2006
Greenhill Capital Partners, L.P., By: GCP Managing Partner, L.P., its managing general partner and Greenhill Capital Partners, LLC, its general partner, By: Robert H. Niehaus, Chairman, /s/ Robert H. Niehaus 03/15/2006
GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner, By: Robert H. Niehaus, Chairman, /s/ Robert H. Niehaus 03/15/2006
Greenhill & Co., Inc., By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman 03/15/2006
Scott L. Bok, /s/ Scott L. Bok 03/15/2006
Robert F. Greenhill, /s/ Robert F. Greenhill 03/15/2006
Robert H. Niehaus, /s/ Robert H. Niehaus 03/15/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.